PepsiCo Inc

• The 8-K reports a single Item 5.02 event: the election of Joaquin Duato as an independent member of PepsiCo's Board of Directors, effective December 1, 2026, and his appointment to the Audit Committee effective the same date.
• Duato, 64, has served as Chairman of the Board and Chief Executive Officer of Johnson & Johnson since 2023 and 2022, respectively, and as a director since 2022.
• New non-employee director compensation: an initial stock award of 1,000 shares of PepsiCo Common Stock and a prorated annual equity award equal to a number of phantom stock units determined by dividing $166,667 by the closing price of PepsiCo Common Stock on December 1, 2026.
• No financial results, guidance, or capital-allocation disclosures are included in this filing; the registrant's common stock trades on The Nasdaq Stock Market LLC under the symbol PEP.

Known trends

• Not disclosed—this Form 8-K does not include Item 303 known trends or uncertainties.

Subsequent events

• Mr. Duato's election as an independent director and his appointment to the Audit Committee are each effective December 1, 2026, after the September 17, 2026 event date.
• The first semi-annual payment of Mr. Duato's annual cash retainer, $60,000, is to be made in June 2027.

Maturities & covenants

• Not disclosed—this Form 8-K contains no debt maturity or covenant disclosures; the cover page lists registered senior notes with maturities from 2027 through 2055 (0.750% due 2027, 0.875% due 2028, 0.500% due 2028, Floating Rate due 2028, 3.200% due 2029, 1.125% due 2031, 0.400% due 2032, 0.750% due 2033, 3.550% due 2034, 3.300% due 2034, 3.450% due 2037, 3.700% due 2038, 0.875% due 2039, 4.150% due 2047, 1.050% due 2050, and 4.050% due 2055).